EMPLOYMENT AGREEMENT
Exhibit 10.3
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on February 27, 2024, by and between VISHAY INTERTECHNOLOGY, INC., a Delaware corporation (“Vishay”), and XXXXX X. XXXXXXXXX (“Executive”).
W I T N E S S E T H:
WHEREAS, Xxxxxx and Executive are parties to that certain Agreement regarding severance benefits dated
February 19, 2019 (“2019 Agreement”); and
WHEREAS, effective March 1, 2024 (the “Effective Date”), Xxxxxx and Executive wish to enter into this Agreement to reflect Executive’s terms and conditions of employment and replace the 2019 Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions.
1.1. “Accrued Compensation”
means (a) earned but unpaid Base Salary (as defined below) and (b) unpaid business expense reimbursements, in each case as determined as of the Date of Termination.
1.2. “Board of Directors”
means the Board of Directors of Vishay.
1.3. “Cause” means any
of the following:
(a) Executive’s conviction of a felony or any other crime involving moral turpitude (whether or not involving Vishay and/or its
subsidiaries);
(b) any act or failure to act by Executive involving dishonesty, fraud, misrepresentation, theft or embezzlement of assets from
Vishay and/or its subsidiaries; or
(c) Executive’s (i) willful and repeated failure to substantially perform his duties under
this Agreement (other than as a result of total or partial incapacity due to physical or mental illness or injury) or (ii) willful and repeated failure to substantially comply with any policy of Vishay and/or its subsidiaries applicable to
Executive; provided, however,
that a termination pursuant to this clause (c) will not become effective unless Executive fails to cure such failure to perform or comply within twenty (20) days after written notice thereof from Vishay.
For avoidance of doubt, a termination due to Disability will not constitute a termination without Cause.
1.4. “Change in Control”
has the meaning defined in the Long-Term Incentive Plan.
1.5. “Compensation Committee”
means the Compensation Committee of the Board of Directors.
1.6. “Competing Business”
means any business or venture located anywhere in the world that is engaged in any business activities to the extent Vishay or any subsidiary or affiliate of Vishay is engaged in such activities or has significant plans to enter into such
activities on the Date of Termination.
1.7. “Date of Termination”
means (a) the effective date on which Executive’s employment by Xxxxxx terminates within the meaning of a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or (b) if Executive’s employment by Xxxxxx terminates by reason of death, the date of Executive’s death.
1.8. “Disability”
means a disability entitling Executive to long-term disability benefits under a plan of Vishay (or a subsidiary or affiliate of Vishay).
1.9. “Good Reason”
means, without Executive’s express written consent, the occurrence of any of the following events:
(a) any material and adverse change in Executive’s titles, offices, duties, or responsibilities (including reporting
responsibilities) with respect to Vishay or any subsidiary or affiliate of Vishay from those set forth in this Agreement;
(b) a material reduction in Executive’s annual Base Salary (as the same may be increased from time to time after the Effective
Date);
(c) relocation of Executive’s principal place of performance by more than 50 miles from Malvern, Pennsylvania (excluding for this
purpose reasonable business travel from time to time); or
(d) a material breach of this Agreement by Xxxxxx;
provided however, that none of the foregoing events or conditions will constitute Good Reason unless Executive provides Xxxxxx
with written objection to the event or condition within 30 days following the initial occurrence thereof, Xxxxxx does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and Executive resigns his
employment within 90 days following the expiration of that cure period.
1.10. “Long-Term Incentive Plan”
means the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan.
1.11. “Non-Competition Period”
means the period commencing upon the Effective Date and ending on the first anniversary of the Date of Termination.
1.12. “Non-Solicitation Period”
means the period commencing upon the Effective Date and ending on the first anniversary of the Date of Termination.
2. Term.
The “Term” of Executive’s employment hereunder shall commence on the Effective Date and continue until terminated in accordance with the
provisions of this Agreement. If Executive’s employment ceases for any reason prior to the Effective Date, this Agreement will be void ab
initio and the effects of such cessation will be determined without regard to this Agreement.
3. Duties.
3.1. Positions. During the Term, Executive shall serve as the Executive Vice President – Chief Financial Officer of Xxxxxx, reporting directly to the Chief Executive Officer of Vishay or such other individual as may be
designated by the Chief Executive Officer of Vishay from time to time.
3.2. Authority and Responsibility.
Executive shall have authority and responsibility customarily applicable to the position described in Section 3.1,
and shall perform such other duties as may be assigned by Xxxxxx from time to time.
3.3. Activities.
Excluding any periods of vacation, personal, sick leave and other permitted absences to which Executive is entitled according to this Agreement and applicable law, Executive shall devote his full professional attention and best efforts during the
Term to the business and affairs of Vishay and its subsidiaries and affiliates. It shall not be considered a violation of the foregoing for Executive to (a) provide services to Vishay or any of its subsidiaries or affiliates, (b) serve on
corporate, industry, civic or charitable boards or committees, or (c) manage personal investments, so long as such activities would be permitted under Section
7 and do not interfere with the performance of Executive’s responsibilities as an employee of Vishay in accordance with this Agreement.
4.1. Base Salary.
Xxxxxx shall pay Executive a base salary of not less than $399,000 per year (as adjusted from time to time, the “Base Salary”). Such Base
Salary will be reviewed annually by the Compensation Committee and will be paid in accordance with Xxxxxx’s standard salary policies as they exist from time to time, subject to such deductions, if any, as are required by law or elected by Executive
(for example, with respect to 401(k) plan contributions).
4.2. Bonus. For each
fiscal year ending both during the Term and prior to the time that notice of termination is given by either party, Executive shall be eligible to earn an annual performance bonus (“Bonus”) payable in cash, with a target opportunity at least equal to 80% of his Base Salary. The actual amount of Bonus payable to Executive shall be determined by the Compensation Committee and
shall be based upon the achievement of certain corporate and/or individual performance goals to be established by the Compensation Committee in its sole discretion.
(a) On or about each March 1st occurring both during the Term and prior to the time that notice of
termination is given by either party, Executive will be eligible to receive an annual equity award under the Long-Term Incentive Plan (or any successor plan or arrangement thereof). With respect to any annual
equity awards granted to Executive by Vishay or its successor on or after the Effective Date, the size of Executive’s annual equity award and, except as otherwise specified herein, all other terms of each year’s equity award, will be determined by
the Compensation Committee in its discretion.
(b) With respect to annual equity awards granted to Executive by Xxxxxx or its successor on or after the Effective Date, if
Executive’s service ceases due to (i) resignation by Executive for any reason after Executive attains age 62 (unless Xxxxx then exists), (ii) Executive’s death or Disability, (iii) termination by Xxxxxx
without Cause upon or within one year following a Change in Control, or (iv) resignation by Executive with Good Reason upon or within one year following a Change in Control, then subject in each case (other than death) to Executive’s execution of a
release of claims in favor of Xxxxxx and its subsidiaries and affiliates in accordance with Section 6.2(c),
any service-based vesting criteria applicable to such equity awards will be deemed satisfied and any performance-based vesting criteria applicable to such equity awards will remain in effect.
(c) Upon a Change in Control, to the extent Executive’s then outstanding equity awards granted pursuant to this Section 4.3 are not assumed or continued by the surviving company, such awards will then vest (with any
performance-based vesting criteria deemed satisfied at the target level or, if greater, at the level of actual performance achieved through the date of such Change in Control).
5. Additional Rights.
5.1. Participation in Benefit Plans and Programs. During the Term, Executive, together with his spouse and dependent children up to age 26, shall be entitled to participate in any and all medical insurance, group health
insurance, disability insurance, life insurance and retirement plans which are generally made available by Vishay to its senior executives in the United States, subject to the eligibility requirements and other provisions of such plans and
programs.
5.2. Reimbursement of Expenses.
In accordance with Xxxxxx’s standard reimbursement policies as they exist from time to time, Xxxxxx shall reimburse Executive for all reasonable and documented travel, business entertainment and other business expenses incurred by Executive in
connection with the performance of his duties under this Agreement.
5.3. Vacation, Personal and Sick
Days. Executive shall be entitled to paid vacation, holidays, personal and sick days in accordance with and subject to Xxxxxx’s policies, as in effect from time to time.
5.4. Indemnification.
Xxxxxx shall indemnify Executive to the extent provided in Xxxxxx’s certificate of incorporation and/or bylaws, as in effect from time to time.
6.1. Termination.
Executive’s employment with Xxxxxx may be terminated by Executive or by Xxxxxx for any or no reason.
(a) Termination by Vishay Without Cause; Termination by Executive With Good Reason. In the event Executive's employment with Xxxxxx is terminated by Vishay without Cause or by Executive with Good Reason, Executive shall be
entitled to the following:
(i) A lump sum cash payment equal to all Accrued Compensation, such payment to be made within 15 days after the Date of
Termination.
(ii) Payment of any otherwise earned but unpaid Bonus for any fiscal year ending prior to
the Date of Termination, payable in the same manner and at the same time as such Bonus would have been paid in the absence of such termination.
(iii) Payment of a pro-rata Bonus for the fiscal year
in which the Date of Termination occurs, determined and paid in the same manner and at the same time as such Bonus would have been determined and paid in the absence of such termination. The pro-ration of such Bonus will be determined based on the
number of days of the applicable fiscal year that have transpired prior to the Date of Termination relative to the total number of days contained in that fiscal year.
(iv) Continued payment of Executive's then current Base Salary from the Date of Termination
until the third anniversary of the Date of Termination, to be paid in equal installments in accordance with Xxxxxx’s standard payroll practices, as in effect from time to time, but no less frequently than monthly, and which shall commence in
accordance with Section 6.2(c).
(v) All rights Executive is entitled to under the terms of Xxxxxx’s benefit plans or arrangements (other than severance benefit
plans).
(b) Termination For Any Other
Reason. In the event Executive’s employment with Xxxxxx is terminated for any reason other than as specified in Section 6.2(a), Executive shall be entitled to (i) a lump sum cash payment equal to all Accrued Compensation, such payment to be made within 15 days after the Date of Termination; (ii) all rights Executive is entitled
to under the terms of Vishay benefit plans or arrangements; and (iii) in the case of a cessation of employment due to Executive’s death or Disability, the Bonus payments described above in Sections 6.2(a)(ii) and (iii); provided, in the case of a cessation due to Disability, such Bonus payments will be conditioned on Executive’s execution of a release of claims in favor of Xxxxxx and its
subsidiaries and affiliates in accordance with Section 6.2(c).
(c) Release. Notwithstanding any other provision of this Agreement, (i) Executive shall not be entitled to receive any payments pursuant to Sections 6.2(a)(ii), (iii) and (iv) unless Executive has executed and delivered to Xxxxxx a
release of all claims in the form prescribed by Xxxxxx (“Release”), and such Release becomes irrevocable within 60 days following the Date
of Termination, and (ii) Executive shall be entitled to receive such payments only so long as Executive has not breached the provisions of Section 7 hereof. The severance benefits described in Sections 6.2(a)(ii), (iii)
and (iv) will be paid or begin to be paid, as applicable, within 65 days following the Date of Termination (or, in the case of the payments described in Sections 6.2(a)(ii) and (iii), at such later time as such Bonuses
would have otherwise been payable in the absence of such termination); provided, that if the 60-day period described in the previous
sentence begins in one taxable year and ends in the next succeeding taxable year, such payments shall not be paid or begin to be paid, as applicable, until the succeeding taxable year.
6.3. Section 409A.
(a) Notwithstanding any other provision of this Agreement to the contrary or otherwise, to the
extent any expense, reimbursement or in-kind benefit provided to Executive constitutes a “deferral of compensation” within the meaning of Section 409A of the Code, and its implementing regulations and guidance
(collectively, “Section 409A”); (i) the amount of expenses eligible for reimbursement or in-kind benefits
provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for
expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.
(b) Notwithstanding any other provision of this Agreement to
the contrary or otherwise, any payment or benefit described in Section 6 that represents a “deferral of compensation” within the meaning
of Section 409A shall only be paid or provided to Executive upon his “separation from service” within the meaning of Treas. Reg. §1.409A-1(h) (or any successor regulation). To the extent compliance with the requirements of Treas. Reg.
§1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A to payments due to Executive upon or following his “separation from service,” then notwithstanding any other provision of
this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due to Executive before the later of (x)
six months following the date of Executive’s “separation from service,” or (y) 18 months following the date this Agreement is fully executed (the later of (x) or (y), the “Later Payment Date”) will be deferred (without interest) and paid to Executive in a lump sum on the date
immediately following the Later Payment Date. However, if Executive dies prior to the Later Payment Date, the amounts deferred on account of Treas. Reg. §1.409A-3(i)(2) (or any successor provision) shall be paid to the personal representatives of Executive’s estate within sixty (60) days following Executive’s death.
(c) Notwithstanding any other provision of this Agreement to the contrary or otherwise, all benefits or payments provided to
Executive are intended to comply with or be exempt from Section 409A and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A or an applicable exemption.
Nonetheless, the Company does not guaranty the tax treatment of any amount payable to Executive.
7.1. Non-Competition.
During the Non-Competition Period, Executive shall not, without the prior written consent of Xxxxxx expressly authorized by the Board of Directors, directly or indirectly, own, manage, operate, join, control, participate in, invest in or otherwise
be connected or associated with, in any manner, including as an officer, director, employee, independent contractor, subcontractor, stockholder, member, manager, partner, principal, consultant, advisor, agent, proprietor, trustee or investor, any
Competing Business; provided, however,
that nothing in this Agreement shall prevent Executive from (a) owning five percent (5%) or less of the stock or other securities of a publicly held corporation, so long as Executive does not in fact have the power to control, or direct the
management of, and is not otherwise associated with, such corporation, or (b) performing services for an investment bank, investment advisor or investment fund that may, directly or indirectly, own, manage, operate, join, control, participate in,
invest in or otherwise be connected or associated with, in any manner, any Competing Business, provided that Executive shall not, directly or indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be
connected or associated with such Competing Business. Notwithstanding the foregoing, if a company has separate divisions or subsidiaries, some of which conduct a Competing Business and some of which conduct other businesses which are not Competing
Businesses, then the restrictions imposed hereunder with respect to Competing Businesses shall apply only to the divisions or subsidiaries of such company that conduct the Competing Businesses, provided that (x) Executive shall not, directly or
indirectly, have any responsibility whatsoever for, provide any services whatsoever to, or otherwise be connected or associated with any Competing Business of the same company, and (y) Executive obtains the prior written consent of Xxxxxx expressly
authorized by the Board of Directors, which consent shall not be unreasonably withheld.
7.2. Non-Solicitation.
During the Non-Solicitation Period, Executive shall not, directly or indirectly:
(a) solicit any customer of Vishay or any of its subsidiaries or affiliates;
(b) hire, solicit for employment, or recruit any person who at the relevant time is or, within the preceding three (3) months,
was, an officer, director, employee, independent contractor, subcontractor, manager, partner, principal, consultant, or agent of Vishay or any of its subsidiaries or affiliates, or induce or encourage any of the foregoing to terminate their
employment, contractual or other relationship (as appropriate) with Vishay or any of its subsidiaries or affiliates, or attempt to do any of the foregoing either on Executive’s own behalf or for the benefit of any third person or entity;
(c) persuade or seek to persuade any customer of Vishay or any of its subsidiaries or affiliates to cease to do business or to
reduce the amount of business which the customer has customarily done or contemplates doing with Vishay or such subsidiary or affiliate, whether or not the relationship with such customer was originally established in whole or in part through
Executive’s efforts; or
(d) interfere in any manner in the relationship of Vishay or any of its subsidiaries or affiliates with any of their respective
customers, suppliers, or independent contractors, whether or not the relationship with such customer, supplier or independent contractor was originally established in whole or in part through Executive’s efforts.
7.3. Confidential Information.
7.3.1. Executive agrees that he shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to
any person, other than in the course of Executive’s assigned duties hereunder and for the benefit of Vishay and/or its subsidiaries or affiliates, either during the Term or at any time thereafter, any nonpublic, proprietary or confidential
information, knowledge or data in any form or media, whether documentary, written, oral or computer generated, relating to Vishay, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by Executive during
Executive’s employment by Xxxxxx and/or its subsidiaries or affiliates. The foregoing shall not apply to information that (a) was known to the public prior to its disclosure to Executive; (b) becomes known to the public subsequent to disclosure to
Executive through no wrongful act of Executive or any representative of Executive; (c) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides Vishay with prior notice of the contemplated
disclosure and reasonably cooperates with Vishay at its expense in seeking a protective order or other appropriate protection of such information); or (d) Executive discloses pursuant to federal whistleblower law or regulation, as described in Section 7.3.2 herein (in
which case, the provisions in clause (c) above requiring notice to and cooperation with Vishay shall not apply). Notwithstanding clauses (a) and (b) of the preceding sentence, Executive’s obligation to maintain such disclosed information in
confidence shall not terminate where only portions of the information are in the public domain. Notwithstanding any other provision of this Agreement, (x) Executive may be entitled to immunity and protection from retaliation under the Defend Trade
Secrets Act of 2016 for disclosing a trade secret under certain limited circumstances, as set forth in Xxxxxx’s trade secret policy, as the same may be amended from time to time.
7.3.2. Notwithstanding anything herein to the contrary, this Agreement shall not be construed
to impede Executive from making reports (including voluntary reports) of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the
Securities Exchange Act of 1934, as amended, or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or making other disclosures protected under the whistleblower provisions of federal law or regulation, require prior approval by Xxxxxx or notification
to Vishay of any such report, or prevent Executive from collecting a monetary award in connection with such report.
7.4. Non-Disparagement. Executive agrees not to make any public statements that disparage Vishay or its subsidiaries, affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing, statements
made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this Section 7.4, and this Section
7.4 shall not be construed so as to impede protected activity described in Section 7.3.2 above.
(a) Executive has carefully read and considered the provisions of this Section 7 and, having done so, agrees that:
(i) the restrictive covenants contained in this Section 7, including, without limitation, the scope and time period of such restrictions, are reasonable, fair and equitable in light of Executive’s duties
and responsibilities under this Agreement and the benefits to be provided to him under this Agreement; and
(ii) such restrictive covenants are reasonably necessary to protect the legitimate business interests of Vishay and its
subsidiaries and affiliates.
(b) The parties acknowledge that it is impossible to measure in money the damages that will
accrue to one party in the event that the other party breaches any of the restrictive covenants contained in this Section 7 and that any such damages, in any event, would be inadequate and insufficient. Therefore, if Executive breaches any restrictive covenant contained in this Section 7, Vishay shall be entitled to an injunction restraining the breaching party from violating such restrictive covenant. If Vishay shall institute any
action or proceeding to enforce a restrictive covenant contained in this Section 7, Executive hereby
waives, and agrees not to assert in any such action or proceeding, the claim or defense that Vishay has an adequate remedy at law.
(c) In the event of a breach of any of the restrictive covenants contained in this Section 7, the parties agree that Vishay, in addition to any injunctive relief as described in Section 7.5(b), shall be entitled to any other appropriate legal or equitable remedy.
(d) If any of the restrictive covenants contained in this Section 7 are deemed by a court of competent jurisdiction to be unenforceable by reason of their extent, duration or geographical
scope or otherwise, the parties contemplate that the court shall revise such extent, duration, geographical scope or other provision but only to the extent required in order to render such restrictions enforceable, and enforce any such restriction
in its revised form for all purposes in the manner contemplated hereby.
7.6. Consideration.
Executive hereby acknowledges that Vishay’s obligation to make payments to Executive pursuant to Section 4
and Section 6 of this Agreement is in consideration of Executive’s agreement to be bound by and
comply with the provisions of this Section 7.
8. Miscellaneous.
8.1. Notices. Any
notice, consent, request or other communication made or given in accordance with this Agreement, shall be in writing and shall be sent either by (a) personal delivery to the party entitled thereto, (b) registered or certified mail, return receipt
requested, or (c) Federal Express or similar courier service. The notice, consent request or other communication shall be deemed to have been received upon personal delivery, upon confirmation of receipt of courier service, or, if mailed, three
(3) days after mailing. Any notice, consent, request or other communication made or given in accordance with this Agreement shall be made to those listed below at their following respective addresses or at such other address as each may specify by
notice to the other:
| To Vishay: |
Vishay Intertechnology, Inc.
00 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000-2120 Attention: Chief Executive Officer |
| To Executive: |
At Executive’s address of record in the personnel files of Vishay.
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8.2. Successors.
(a) This Agreement is personal to Executive and, without the prior written consent of Vishay, shall not be assignable by
Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s heirs and legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon Vishay and its successors and assigns.
8.3. Complete Understanding;
Amendment: Waiver. This Agreement constitutes the complete understanding between the parties with respect to the employment of Executive and supersedes all other prior agreements and understandings, both written and oral, between
Executive and Vishay (and/or any Vishay subsidiary or affiliate) with respect to the subject matter hereof (including, without limitation, the 2019 Agreement, but excluding the Employee Acknowledgement and Non-Disclosure Agreement signed by
Executive on October 22, 2015 and the restrictive covenants contained in that certain Employment Agreement between Executive and Vishay dated May 6, 1992). No statement, representation, warranty or covenant has been made by either party with
respect these matters except as expressly set forth herein. This Agreement shall not be altered, modified, amended or terminated except by a written instrument signed by each of the parties hereto. Any waiver of any term or provision hereof, or
of the application of any such term or provision to any circumstances, shall be in writing signed by the party charged with giving such waiver. Waiver by either party hereto of any breach hereunder by the other party shall not operate as a waiver
of any other breach, whether similar to or different from the breach waived. No delay on the part of Vishay or Executive in the exercise of any of their respective rights or remedies shall operate as a waiver thereof and no single or partial
exercise by Vishay or Executive of any such right or remedy shall preclude other or further exercise thereof.
8.4. Withholding Taxes.
Vishay may withhold from all payments due to Executive (or his beneficiary or estate) under this Agreement all taxes which, by applicable federal, state, local or other law, Vishay is required to withhold therefrom.
8.5. Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the
remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.
8.6. Other
Conditions of Service. Executive will also be subject to all policies of Vishay in effect from time to time with respect to its executives generally, including (without limitation) any policies regarding clawbacks, securities
trading or hedging or pledging of securities.
8.7. Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the principles of conflicts of law.
8.8. Arbitration.
Except as provided in Section 7.5 hereof, any dispute or controversy under this Agreement shall be
settled exclusively by arbitration in Philadelphia, Pennsylvania, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction. The
arbitrator may award legal fees but shall not be obligated to do so.
8.9. Titles and Captions.
All Section titles or captions in this Agreement are for convenience only and in no way define, limit, extend or describe the scope or intent of any provision hereof.
8.10. Counterparts.
This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute but one and the same instrument. Any counterpart may be executed
and delivered electronically (including via docusign, portable document format or similar method) and a receiving party may rely on the receipt of a document so executed and delivered as if the original had been received.
IN WITNESS WHEREOF, Executive has executed this Agreement and Vishay has caused this Agreement to be executed in its
name and on its behalf, on the date(s) indicated below.
| February 27, 2024 |
By:
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VISHAY INTERTECHNOLOGY, INC.
/s/ Xxxxxxx X. X'Xxxxxxxx
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Date
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Name: Xxxxxxx X. X'Xxxxxxxx
Title: Executive Vice President – Chief Administrative and Legal Officer
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| February 27, 2024 |
EXECUTIVE
/s/ Xxxxx X. XxXxxxxxx
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Date
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